As filed with the Securities and Exchange Commission on February 24,
2026
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Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR DEPOSITARY
SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
__________________
Loomis AB
(Exact name of issuer of deposited
securities as specified in its charter)
__________________
N/A
(Translation of issuer’s
name in English)
__________________
Sweden
(Jurisdiction of incorporation or
organization of issuer)
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CITIBANK, N.A.
(Exact name of depositary as specified
in its charter)
__________________
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
CITIBANK, N.A. – DEPOSITARY RECEIPTS
DEPARTMENT
388 Greenwich Street
New York, New York 10013
(212) 723-5435
(Name, address, including zip code, and telephone
number, including area code of agent for service)
Copies to:
Herman H. Raspé,
Esq.
Jean-Claude Lanza, Esq.
Patterson Belknap Webb
& Tyler LLP
1133 Avenue of the Americas
New York, New York 10036
_______________________
It is proposed that this filing become effective under Rule 466:
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immediately upon filing.
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on (Date) at (Time).
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If a separate registration statement
has been filed to register the deposited shares, check the following box: ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price Per Unit*
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Proposed Maximum Aggregate Offering Price** |
Amount of
Registration Fee
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| American Depositary Shares, each American Depositary Share representing
the right to receive two (2) ordinary shares of Loomis AB |
50,000,000 ADSs |
$5.00 |
$2,500,000.00 |
$345.25 |
| * | Each unit represents 100 American Depositary Shares. |
| ** | Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection
with the issuance of American Depositary Shares. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption
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Location
in Form of American
Depositary
Receipt (“Receipt”)
Filed
Herewith as Prospectus |
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Name of Depositary and address of its principal executive office |
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Face of Receipt - Introductory Article |
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| 2. |
Title of Receipts and identity of deposited securities |
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Face of Receipt - Top center. |
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Terms of Deposit: |
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(i) |
The
amount of deposited securities represented by one American Depositary Share (“ADS”) |
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Face of Receipt - Upper right corner.
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(ii) |
The procedure for voting, if any, the deposited securities |
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Reverse of Receipt - Paragraphs 12, 14 and 17 |
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(iii) |
The procedure for collecting and distributing dividends |
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Face
of Receipt - Paragraphs 4 and 8;
Reverse
of Receipt - Paragraphs 13, 14 and 17 |
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(iv) |
The procedure for transmitting notices, reports and proxy soliciting material |
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Reverse
of Receipt - Paragraphs 11 and 12 |
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(v) |
The sale or exercise of rights |
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Reverse of Receipt - Paragraphs 13 and 14 |
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(vi) |
The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
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Face
of Receipt - Paragraphs 4 and 8;
Reverse
of Receipt – Paragraphs 13, 14, 16 and 17 |
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(vii) |
Amendment, extension or termination of the deposit arrangements |
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Reverse of Receipt – Paragraphs 18 and 19 (no provision for extension) |
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(viii) |
The rights that holders of Receipts have to inspect the transfer books of the Depositary and the list of Receipt holders |
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Face of Receipt - Paragraph 3 |
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(ix) |
Any restrictions on the right to transfer or withdraw the underlying securities |
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Face of Receipt - Paragraphs 2, 4, 5, and 6 |
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(x) |
Any limitation on the Depositary’s liability |
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Face of Receipt - Paragraphs 1 and 8;
Reverse of Receipt - Paragraphs
12, 15 and 17 |
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| 3. |
Fees and charges that a holder of Receipts may have to pay, either directly or indirectly |
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Reverse of Receipt – Paragraph 20 |
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| Item 2. AVAILABLE INFORMATION |
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Reverse of Receipt - Paragraph 11 |
Based on the reasonable good faith belief of the Depositary after exercising
reasonable diligence, the registrant represents that, as of the date hereof, Loomis AB (the “Company”) publishes in
English the information contemplated in Rule 12g3-2(b) under the United States Securities Exchange Act of 1934, as amended (the “Exchange
Act”), on its internet website or through an electronic information delivery system generally available to the public in the
Company's primary trading market. As of the date hereof the Company's internet website is www.loomis.com. The information so published
by the Company cannot be retrieved from the Commission's internet website, and cannot be inspected or copied at the public reference facilities
maintained by the Commission.
prospectus
IN ACCORDANCE WITH GENERAL INSTRUCTIONS III. B
OF FORM F-6, THIS PAGE AND THE FORM OF AMERICAN DEPOSITARY RECEIPT ATTACHED AS AN EXHIBIT TO THIS F-6 REGISTRATION STATEMENT CONSTITUTE
THE PROSPECTUS RELATING TO THE AMERICAN DEPOSITARY SHARES TO BE ISSUED PURSUANT TO THIS F-6 REGISTRATION STATEMENT.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 3. EXHIBITS
(a) The agreement between Citibank, N.A., as depositary
(the “Depositary”), and all holders and beneficial owners from time to time of American Depositary Shares registered
hereunder. – Filed herewith.
(b) Any other agreement to which the Depositary is
a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities. —
None.
(c) Every material contract relating to the deposited
securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. —
None.
(d) Opinion of Patterson Belknap Webb & Tyler
LLP, counsel for the Depositary, as to the legality of the securities to be registered. – Filed herewith.
(e) Certification under Rule 466. – Filed herewith.
Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available
at the principal office of the Depositary in the United States, for inspection by holders of the Receipts, any reports and communications
received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities,
and (2) made generally available to the holders of the underlying securities by the issuer.
(b) The Depositary undertakes to prepare a separate
document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such
fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of a Receipt thirty days
before any change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 24th day of February 2026.
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Legal entity created by the agreement set forth in the American Depositary
Receipts evidencing American Depositary Shares representing ordinary shares of Loomis AB
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CITIBANK, N.A., as Depositary |
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By: |
/s/ Rosemary Asafo-Adjei
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Name: Rosemary Asafo-Adjei
Title: Attorney-in-fact |
Index of Exhibits
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Document |
Sequentially
Numbered Page |
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| (a) |
Form of ADR
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| (d) |
Opinion of Counsel to the Depositary
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| (e) |
Rule 466 Undertaking |
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